The Opioid Data Challenge Competitor Agreement

Challenge-Specific Agreement

PLEASE READ THIS CAREFULLY! You and MaRS Discovery District ("MaRS”) are entering into this Challenge-Specific Agreement ("CSA”) for the Opioid Data Challenge ("Challenge”) only. In order to participate in the Challenge, you must accept these terms, and therefore should take the time to understand them.

If you click "Accept" and proceed to register for the Challenge, this CSA will be a valid and binding agreement between you and MaRS, in addition to the existing HeroX Terms of Use, and you agree to abide by the Rules below and decisions of MaRS and the Challenge judges. You also agree to comply with all applicable laws. The Challenge is void to the extent prohibited or restricted by law. You should print and keep a copy of this CSA. No provisions that you may have agreed to that are specific to any other individual challenge will apply.

MaRS Opioid Data Challenge Rules

THE RULES

The Challenge

The Challenge will be carried out in two phases.

During Phase 1, participants will identify and propose data sources in order to quantify the number of opioid overdoses occurring in a Canadian community of their choice. In addition to providing the total number of fatal or non-fatal overdoses occurring in the selected community, participants will provide data on a set of mandatory defining factors (location and date) of an overdose. Innovators are also welcome to measure additional defining factors.

During Phase 2, invited innovators will extend and apply their data sources and/or methodology to a different community in Canada. A list of community selection criteria that will inform selection of the next community will be provided to Phase 1 finalists before initiation of Phase 2.

Phase 1 of the Challenge will begin on September 13, 2018 and end on January 23, 2019 at 23:59:59 Eastern Time.

Phase 2 of the Challenge will begin on March 6, 2019 and end on June 6, 2019 at 23:59:59 Eastern Time.

3. How to Enter

You may enter the Challenge by registering at http://www.herox.com/opioiddatachallenge (the “Registration”), completing and agreeing to all required contracts as described at that link, and then submitting all documents and information described in the Requirements, including your Prototype proposal and other documentation (collectively, your “Submission”). You must enter all information accurately, and you must accept the terms and conditions displayed as part of the registration process.

Submissions can be from a single individual or a team, as described in the Requirements.

Submissions for Phase 1 must be received by MaRS on or before January 23, 2019 at 23:59:59 Eastern Time. Submissions for Phase 2 must be received by MaRS on or before June 6, 2019 at 23:59:59 Eastern Time. Late or incomplete submissions will not be accepted.

It is solely your responsibility to ensure that you are properly registered and entered. MaRS will not be responsible for any lost, delayed, misdirected, illegible, incomplete, damaged or undeliverable entries, or any delay or failure to transmit, process, receive or consider entries.

4. Fees/Expenses

You are not required to make any purchase or pay any fee to enter or win the Challenge. However, you are solely responsible for all expenses you incur in connection with your Submission and Prototype.

5. Eligibility – Entrants

You may only enter the Challenge if you are an individual and, at the time of entry: (1) you are a legal resident of Canada and (2) you are at least 18 years old or the age of majority in the province or territory where you reside (whichever is older), and (3) you are not an employee of MaRS, Statistics Canada or the Public Health Agency of Canada, and you are not the immediate family member of any such employee.

MaRS may at any time in its sole discretion disqualify any entrant who: does not meet the Challenge’s eligibility criteria, fails to comply with these Rules, attempts to enter the Challenge in any manner or through any means other than as described in these Rules, attempts to disrupt the Challenge or attempts to circumvent any of these Rules.

6. Your Submission and Prototype

Your Submission, and the prototype you design and develop in connection with the Challenge (the “Prototype”), must meet the criteria described in the Requirements (linked in section 1 above). MaRS may disqualify any Submission or Prototype entry if MaRS determines in its sole discretion that the Submission or Prototype does not comply with the above requirements or otherwise with these Rules.

7. Your Additional Representations and Warranties

You represent and warrant that:

you and any other individuals listed in your Registration (your “Team”) are the original creators of your Submission and Prototype;

you and your Team are the sole owners of the copyright and all other rights in the Prototype and all content in and on the Submission and Prototype;

MaRS and its licensees will not infringe or violate any third party’s intellectual property, privacy, personality or other rights when MaRS and its licensees copy, display, edit, modify, transmit or otherwise use the Submission or Prototype in connection with the Challenge or the publication the Challenge or any future MaRS event; and

the Submission and Prototype meet all of the eligibility requirements set out in these Rules.

8. Judging Process

During Phase 1, MaRS’ judges, in their sole discretion, will select the top 5 Submissions that comply with the Requirements. The selection will be made by March 5, 2019. Decisions of the judges will be final and binding.

Subject to compliance with section 9 below, the selected Submissions will then be eligible to participate in Phase 2 of the Challenge, during which the participants may apply their Phase 1 prototypes to a different geographic region.

At the end of Phase 2, MaRS’ judges, in their sole discretion, will select the top 2 Prototypes that comply with the Requirements. The selection will be made by July 3, 2019. Decisions of the judges will be final and binding.

Only Submissions and Prototypes that meet the requirements in these Rules and in the Requirements will be judged. If there are fewer than 5 eligible Submissions at the end of Phase 1, then only those eligible Submissions will be eligible to proceed to Phase 2. If there are fewer than 2 eligible Prototypes at the end of Phase 2, then only those eligible Prototypes will be selected as potential winners of Phase 2.

9. Winners

Participants who have been selected to receive a prize will be notified by email, or telephone. In order for a participant to be declared a Challenge winner and be eligible for a prize, he or she must have complied with, and remain in compliance with, these Rules, and must sign and deliver to MaRS (within 10 days after MaRS’ request) a standard declaration and release form, which will include: a declaration of the participant’s compliance with these Rules, an acceptance of the prize as awarded, a publicity release, a liability release, and any other documentation that MaRS may require.

MaRS may request valid proof of identity, residency, age and other relevant documentation, and MaRS may disqualify a participant if MaRS determines (in its sole discretion) that the provided proof is not sufficient.

If the prize notification is returned as undeliverable or if a selected participant does not comply with all of the above requirements within the above time frames, or does not otherwise comply with these Rules, MaRS may disqualify the finalist, and the Challenge judges will select a replacement finalist.

MaRS expect to announce the names of the Phase 1 winners on or around March 5, 2019 and the Phase 2 winners on or around July 5, 2019.

The chances of winning will depend upon the number of entrants.

10. Prizes

There are up to 5+2 prizes to be won, with a total approximate retail value of up to CAD $150,000. These prizes will be awarded to the top finalists (as chosen by the Challenge judges) as follows:

Up to 5 prizes of CAD$10,000 for the top Submissions in Phase 1;

and

Up to 2 prizes of CAD$50,000 for the top Prototypes in Phase 2.

Only Submissions and Prototypes that meet the requirements in these Rules and in the Requirements will be judged. If there are fewer than 5 eligible Submissions at the end of Phase 1, then the number of prizes will be reduced to the number of eligible Submissions. Likewise, if there if there are fewer than 2 eligible Prototypes at the end of Phase 2, then the number of prizes will be reduced to the number of eligible Prototypes.

MaRS and the judges have absolute and sole discretion to determine whether to accept any Submission or Prototype, and whether to award one prize, multiple prizes or no prize based on the volume and content of Submissions and Prototypes. Individuals and teams are solely responsible for any taxes that they might incur from their award.

All prizes must be accepted as awarded (with no substitutions), and may not be sold, transferred, or converted into cash. The winner(s) will be solely responsible for all travel and other costs associated with obtaining or redeeming the prize(s).

MaRS will make reasonable efforts to deliver prizes to the addresses/accounts provided by entrants. However, MaRS cannot guarantee that any prizes returned to MaRS due to non-delivery at the provided address will be re-sent to the prizewinner.

11. Cancellation

If for any reason MaRS cannot run the Challenge as planned (including as a result of bugs, tampering, unauthorized intervention, fraud, technical failures, infection by computer virus or any other cause that corrupts, impairs or affects the administration, security, fairness, integrity, or proper conduct of this Challenge) MaRS may cancel, modify, extend or suspend the Challenge. In that event, MaRS may award prizes at random from among the eligible entries received up to the time of the impairment, or award no prizes.

MaRS may also disqualify any individual who tampers with or in any way corrupts the entry or judging process, or who attempts to undermine the legitimate operation of the Challenge by cheating, hacking, deception, or other unfair practices, or by attempting to annoy, abuse, threaten or harass any other entrants or MaRS representatives.

12. Licence from all Entrants to MaRS

You will retain the intellectual property rights in your Submission and Prototype. However, you hereby grant to MaRS the unrestricted, royalty-free, perpetual, irrevocable, worldwide, sublicensable, assignable, licence (but not the obligation) to reproduce, communicate, modify, display, transmit, publicly perform, make derivative works from, and otherwise use the Submission and Prototype (in whole or in part) without any fee or other form of compensation, and without further notification or permission, for the following purposes:

administering the Challenge;

identifying you by name as the creator of the Submission and Prototype;

displaying the winning entries in the Challenge; and

advertising in any media, including to advertise the Challenge, future Challenges, and MaRS’ products and services.

13. Publicity

Except where otherwise prohibited by law, participation in the Challenge constitutes a winner’s consent to MaRS’ use of the winner’s name, home town and photograph for promotional purposes without further notification, permission, payment or consideration.

14. DISCLAIMERS, LIABILITY AND INDEMNIFICATION

MARS DOES NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE OF ANY PROTOTYPE OR FOR ANY OTHER LOSS OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY FROM YOUR PARTICIPATION IN THE CHALLENGE OR YOUR RECEIPT, USE OR REDEMPTION OF ANY PRIZE(S), OR YOUR INABILITY TO RECEIVE, USE OR REDEEM ANY PRIZE(S).

MARS IS NOT RESPONSIBLE FOR: (1) INCORRECT OR INACCURATE TRANSCRIPTION OF ENTRY INFORMATION OR LATE, LOST, INCOMPLETE, MISDIRECTED ENTRIES, OR ENTRIES RECEIVED THROUGH IMPERMISSIBLE OR ILLEGITIMATE CHANNELS; (2) TECHNICAL FAILURES OF ANY KIND, INCLUDING THE MALFUNCTIONING OF ANY TELEPHONE, COMPUTER, NETWORK, HARDWARE OR SOFTWARE; (3) THE UNAVAILABILITY OR INACCESSIBILITY OF ANY SERVICE; (4) UNAUTHORIZED HUMAN INTERVENTION IN ANY PART OF THE ENTRY PROCESS OR THE CHALLENGE; (5) ELECTRONIC OR HUMAN ERROR WHICH MAY OCCUR IN THE ADMINISTRATION OF THE CHALLENGE OR THE PROCESSING OF ENTRIES; OR (6) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY, INCLUDING YOUR COMPUTER, WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM YOUR PARTICIPATION IN THE CHALLENGE OR FROM DOWNLOADING OR USING ANY MATERIAL PROVIDED BY MARS.

MARS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE CHALLENGE OR THESE RULES.

YOU HEREBY RELEASE AND AGREE TO INDEMNIFY AND HOLD HARMLESS MARS AND ITS EMPLOYEES, DIRECTORS, OFFICERS, AFFILIATES, AGENTS, JUDGES AND ADVERTISING AND PROMOTIONAL AGENCIES FROM ANY AND ALL DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTIONS, LIABILITY OR LOSSES OF ANY KIND (INCLUDING ACTUAL LEGAL FEES AND EXPENSES), KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, NOW OR IN THE FUTURE ARISING FROM OR RELATED TO: (A) YOUR FAILURE TO COMPLY WITH ANY OF THESE RULES; (B) ANY MISREPRESENTATION YOU MAKE UNDER THESE RULES OR OTHERWISE TO MARS; (C) YOUR PARTICIPATION IN THE CHALLENGE; OR (D) YOUR RECEIPT, USE OR REDEMPTION OF ANY PRIZE, OR YOUR INABILITY TO RECEIVE, USE OR REDEEM ANY PRIZE.

15. Personal Information Consent

You must not provide any personal information about yourself or any third party to MaRS in connection with the Challenge, with the exception of your name and contact information (the “Permitted PI”), and you represent and warrant that you have not done so and will not do so.

You consent to MaRS using and disclosing the Permitted PI for the purposes of administering the Challenge; advertising the Challenge and any future Challenges and any of MaRS’ products and services; and for the other purposes described in these Rules.

You will defend and indemnify MaRS from and against any and all damages (including legal fees) that might arise in connection with any personal information you provide to MaRS other than the Permitted PI (the “Prohibited PI”), including claims relating to any collection, use, disclosure, modification or storage of Prohibited PI by MaRS or any third party, including collections, uses, disclosures, modifications and storage in violation of applicable laws.

16. Law

The Rules will be governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable in Ontario.

17. Disputes

All disputes, claims and causes of action arising out of or connected with the Challenge, prizes or these Rules will be resolved individually, without resort to any form of class action, and exclusively by the appropriate court of the Province of Ontario, Canada.